What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-11-26 compared with 2024-12-27 · 115 added, 100 removed, 800 unchanged (21% of the section changed)

31 unchanged sentences

The Company has adopted an insider trading policy which governs the purchase, sale and/or any other dispositions of the Company’s securities by the Company and its directors, officers and employees and is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable exchange listing standards.

A copy of our Securities Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

A copy of our Securities Trading Policy is incorporated by reference as Exhibit 19.1 to this Annual Report on Form 10-K.

The Company has adopted a Code of Ethics that applies to its senior financial officers, including without limitation, its Chief Executive Officer, Chief Financial Officer and Controller.

25 unchanged sentences

0-14706, filed with the Commission on May 5, 2022 and incorporated herein by this reference).

Composite Amended and Restated By-Laws of Ingles Markets, Incorporated.

Second Amended and Restated Bylaws of Ingles Markets, Incorporated (included as Exhibit 3.1 to Ingles Markets, Incorporated’s Current Report on Form 8-K, filed with the Commission on September 23, 2025 and incorporated herein by this reference).

Articles 4 and 9 of the Articles of Incorporation of Ingles Markets, Incorporated (included as Exhibit 3.1 to Ingles Markets, Incorporated’s Registration Statement on Form S-1, File No.

26 unchanged sentences

0-14706, previously filed with the Commission on June 21, 2021 and incorporated herein by this reference).

Ingles Markets, Incorporated Securities Trading Policy.

Amendment No.

3 to Credit Agreement, dated as of June 17, 2025, by and among Ingles Markets, Incorporated, Bank of America, N.A., as administrative agent, and each of the lenders party thereto (included as Exhibit 10.1 to Ingles Markets, Incorporated’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2025, filed with the Commission on August 7, 2025 and incorporated herein by this reference).

Ingles Markets, Incorporated Securities Trading Policy (included as Exhibit 19.1 to Ingles Markets, Incorporated’s Annual Report on Form 10-K for the fiscal year ended September 28, 2024, previously filed with the Commission on December 27, 2024 and incorporated herein by this reference).

Subsidiaries of Ingles Markets, Incorporated (included as Exhibit 21.1 to Ingles Markets, Incorporated’s Annual Report on Form 10-K for the fiscal year ended September 29, 2012, File No.

4 unchanged sentences

Certification by Chief Executive Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

Ingles Markets, Incorporated Executive Officer Clawback Policy .

Ingles Markets, Incorporated Executive Officer Clawback Policy (included as Exhibit 97.1 to Ingles Markets, Incorporated’s Annual Report on Form 10-K for the fiscal year ended September 28, 2024, previously filed with the Commission on December 27, 2024 and incorporated herein by this reference).

The following financial information from the Annual Report on Form 10-K for the fiscal year ended September 27, 2025 formatted as Inline XBRL (Extensible Business Reporting Language) and furnished electronically herewith:

9 unchanged sentences

† Management contract or compensatory plan arrangement.

+ Pursuant to Item 601(a)(5) of Regulation S-K, schedules and similar attachments to this exhibit have been omitted because they do not contain information material to an investment or voting decision and such information is not otherwise disclosed in such exhibit.

The Company will supplementally provide a copy of any omitted schedule or similar attachment to the U.S.

Securities and Exchange Commission or its staff upon request.

FORM 10-K SUMMARY

5 unchanged sentences

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 27, 2025 and September 28, 2024, and the results of its operations and its cash flows for each of the three fiscal years in the period ended September 27, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of September 30, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated December 27, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of September 27, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated November 26, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Vendor Allowances – Refer to Note 1 to the consolidated financial statements.

12 unchanged sentences

• We performed detailed testing and sent confirmations to vendors to test the completeness of programs as well as the accuracy of amounts earned and terms of the agreement directly with the vendor.

Inventories – Refer to Note 1 to the consolidated financial statements.

Critical Audit Matter Description

On September 27, 2024, Hurricane Helene (“Helene”) severely impacted western North Carolina, including the area where the Company’s headquarters are located.

The Company recognized an impairment loss related to inventory damaged or destroyed by Helene.

In calculating the impairment loss, management used the product cost as the cost basis since the inventory is sold by the Company with no additional modifications.

This loss includes products destroyed or damaged at stores and at the warehouse.

We identified the recorded inventory impairment loss specific to Helene as a critical audit matter because of the number of locations impacted and to varying degrees.

This required an increased extent of effort when performing procedures to evaluate the accuracy of the recorded impairment loss.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to whether the inventory impairment loss was recorded accurately included the following, among others:

• We tested the operating effectiveness of controls over the Company’s process to identify locations impacted by Helene and the related impairment loss.

• We tested the recorded impairment loss using substantive analytical procedures.

• We performed detailed testing to evaluate extent of damage to locations, including performing certain physical observations.

/s/ DELOITTE & TOUCHE LLP

Charlotte, North Carolina

December 27, 2024

November 26, 2025

We have served as the Company's auditor since 2012.

4 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 27, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the fiscal year ended September 28, 2024, of the Company and our report dated December 27, 2024, expressed an unqualified opinion on those financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the fiscal year ended September 27, 2025, of the Company and our report dated November 26, 2025, expressed an unqualified opinion on those financial statements.

Basis for Opinion

16 unchanged sentences

Charlotte, North Carolina

December 27, 2024

November 26, 2025

INGLES MARKETS, INCORPORATED AND SUBSIDIARIES

26 unchanged sentences

Total liabilities

1,014,873,593

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY:

49 unchanged sentences

( 1,514,607 )

Income tax benefit (expense)

( 8,584,000 )

Income tax benefit (expense)

Other comprehensive (loss) income, net of tax

( 1,140,607 )

( 6,496,000 )

Comprehensive (loss) income

16 unchanged sentences

1,246,238,155

1,259,594,425

Other comprehensive income net of tax

8 unchanged sentences

1,458,972,140

Other comprehensive income net of tax

Other comprehensive loss net of tax

( 6,496,000 )

Cash dividends

42 unchanged sentences

( 6,658,000 )

( 4,309,000 )

Changes in operating assets and liabilities

9 unchanged sentences

( 6,866,749 )

Accounts payable and accrued expenses

Accounts payable, accrued expenses and other liabilities

( 11,125,434 )

( 3,817,249 )

Net Cash Provided By Operating Activities

1 unchanged sentence

Proceeds from sales of property and equipment

Purchase from short term investments

( 110,210,267 )

Proceeds of short term investments

Capital expenditures

8 unchanged sentences

Repayment of Financing Lease

Debt issuance costs

Principal payments on long-term borrowings

2 unchanged sentences

( 22,481,560 )

Dividends paid

( 12,269,407 )

13 unchanged sentences

Summary of Significant Accounting Policies

Nature of Operations – Ingles Markets, Incorporated (“Ingles” or the “Company”), a leading supermarket chain in the southeast United States, operates 198 supermarkets in North Carolina ( 75 ), Georgia ( 65 ), South Carolina ( 35 ), Tennessee ( 21 ), Virginia ( 1 ) and Alabama ( 1 ).

Nature of Operations – Ingles Markets, Incorporated (“Ingles” or the “Company”), a leading supermarket chain in the southeast United States, operates 194 supermarkets in North Carolina ( 72 ), Georgia ( 64 ), South Carolina ( 35 ), Tennessee ( 21 ), Virginia ( 1 ) and Alabama ( 1 ), excluding three stores that remain temporarily closed due to damage sustained during Hurricane Helene.

Principles of Consolidation – The consolidated financial statements include the accounts of Ingles Markets, Incorporated and its wholly owned subsidiaries, Sky King, Inc., Ingles Markets Investments, Inc., Milkco, Inc., Land O Sky, LLC, Shopping Center Financing, LLC, and Shopping Center Financing II, LLC.

All significant inter-company balances and transactions are eliminated in consolidation.

Fiscal Year – Fiscal years 2024 and 2022 each consisted of 52 weeks.

The Company’s fiscal year ends on the last Saturday in September.

Fiscal Year – The Company’s fiscal year ends on the last Saturday in September.

Fiscal years 2025 and 2024 each consisted of 52 weeks.

Fiscal year 2023 consisted of 53 weeks.

Segment Information – The Company operates one primary business segment, retail grocery sales (representing the aggregation of individual retail stores).

The “Other” segment includes our remaining operations -- fluid dairy and shopping center rentals.

The Company defines its segments as those operations for which the Company’s chief operating decision maker regularly reviews results to analyze performance and allocate resources.

Our remaining operations -- fluid dairy and shopping center rentals do not meet either the quantitative and qualitative criteria as defined under ASC 280, Segment Reporting.

The Company defines its segments as those operations for which the Company’s chief operating decision maker (“CODM”) regularly reviews results for operational decision making purposes, analyze performance and allocate resources.

New Accounting Pronouncements – In March 2020, the FASB issued ASU 2020-04, “ Reference Rate Reform (Topic 848):

3 unchanged sentences

Entities are permitted to apply the amendments to all contracts, cash flow and net investment hedge relationships that existed as of March 12, 2020.

The relief provided in this ASU extends through December 31, 2024.

The relief provided in this ASU extended through December 31, 2024.

Dollar LIBOR panel ceased following June 30, 2023, and the Company’s debt agreements and interest rate swaps that utilized LIBOR discontinued the use of LIBOR and adopted the Secured Overnight Financing Rate (“SOFR”), which did not materially impact our consolidated audited financial statements.

6 unchanged sentences

Improvements to Reportable Segment Disclosures , which requires companies to enhance the disclosures about segment expenses.

The new standard requires the disclosure of the Company’s Chief Operating Decision Maker (“CODM”), expanded incremental line-item disclosures of significant segment expenses used by the CODM for decision-making, and the inclusion of previous annual only segment disclosure requirements on a quarterly basis.

The new standard requires the disclosure of the Company’s CODM, expanded incremental line-item disclosures of significant segment expenses used by the CODM for decision-making, and the inclusion of previous annual only segment disclosure requirements on a quarterly basis.

This ASU should be applied retrospectively for fiscal years beginning after December 15, 2023, and early adoption is permitted.

The Company is currently evaluating the impact of this guidance on the Company’s consolidated financial statements.

The Company adopted this guidance for the fiscal year ended September 27, 2025 and determined that the impact was not material to the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE), which requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses.

2 unchanged sentences

The Company is currently evaluating the impact that the adoption of this accounting standard will have on its financial disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal-use software costs by removing all references to prescriptive and sequential software development stages.

The new standard requires entities to consider whether significant development uncertainty has been resolved before starting to capitalize software costs and aligns disclosure requirements with ASC 360, Property, Plant, and Equipment.

The ASU is effective for annual and interim reporting periods beginning after December 15, 2027, and can be applied prospectively, retrospectively, or using a modified transition method, with early adoption permitted.

The Company is currently evaluating the impacts of this guidance on the Company's consolidated financial statements.

Cash and Cash Equivalents – Outstanding checks in excess of bank balances are included in the line item “Accounts payable – trade” on the Consolidated Balance Sheets.

19 unchanged sentences

In calculating the impairment loss amount, management used the product cost as the cost basis since the inventory is sold by the Company with no additional modifications.

This loss includes products destroyed or damaged at stores and at the warehouse.

This loss included products destroyed or damaged at stores and at the warehouse.

Warehouse inventory is covered through the Company’s insurance policy.

A claim made by the Company under that policy is being processed and the expected proceeds are currently being assessed.

A claim made by the Company under that policy was made and the Company has received $ 4.7 million and is in the process of working with insurers on the remaining claim.

Property, Equipment and Depreciation – Property and equipment are stated at cost and depreciated over the estimated useful lives by the straight-line method.

13 unchanged sentences

For the year ended September 28, 2024, the Company recognized a property and equipment impairment loss of $ 4.5 million pertaining to Hurricane Helene.

No additional impairments were recognized for the year ended September 27, 2025.

Nonqualified Investment Plan – The purpose of the Executive Nonqualified Excess Plan is to provide retirement benefits similar to the Company’s Investment/Profit Sharing Plan to certain of the Company’s management associates who are otherwise subject to limited participation in the 401(k) feature of the Company’s Investment/Profit Sharing Plan.

3 unchanged sentences

Life insurance policies and marketable securities held in the trust are included in the caption “Other assets” in the Consolidated Balance Sheets.

The liability to plan participants totaled $ 28.9 million at September 28, 2024 and $ 21.8 million at September 30, 2023.

The liability to plan participants totaled $ 32.5 million at September 27,

2025 and $ 28.9 million at September 28, 2024.

The settlement of this obligation is dependent upon participant elections to withdraw funds, which cannot be predicted.

6 unchanged sentences

The Company’s self-insurance reserves totaled $ 38.3 million and $ 35.9 million for employee group insurance, workers’ compensation insurance and general liability insurance at September 27, 2025 and September 28, 2024, respectively.

These amounts include expected recoveries from excess cost insurance or other sources of $ 4.1 million at September 28, 2024 and $ 4.3 million at September 30, 2023, and are

recorded as receivables.

These amounts include expected recoveries from excess cost insurance or other sources of $ 3.3 million at September 27, 2025 and $ 4.1 million at September 28, 2024, and are recorded as receivables.

The Company is required in certain cases to pledge certificates of deposit or obtain surety bonds to support its self-insured status.

23 unchanged sentences

Depreciation expense included in costs of goods sold totaled $ 16.3 million, $ 16.4 million and $ 15.2 million for fiscal years 2025, 2024 and 2023, respectively.

Inventory losses of $ 30.4 million are included in cost of goods sold from Hurricane Helene.

Inventory losses of $ 30.4 million were included in cost of goods sold from Hurricane Helene in fiscal year 2024.

Insurance proceeds of $ 4.7 million were received in fiscal year 2025.

Operating and Administrative Expenses – Operating and administrative expenses include costs incurred for store and administrative labor, occupancy, depreciation (to the extent not included in Cost of Goods Sold), insurance and general administration.

Asset impairments of $ 4.5 million are included in operating and administrative expenses for fiscal year 2024.

Revenue Recognition – The Company recognizes revenues from grocery segment sales at the point of sale to its customers.

11 unchanged sentences

These allowances generally relate to short term arrangements with vendors, often relating to a period of a month or less, and are negotiated on a purchase-by-purchase or transaction-by-transaction basis.

Whenever practical, vendor discounts and allowances that

relate to buying and merchandising activities are recorded as a component of item cost in inventory and recognized in merchandise costs when the item is sold.

Whenever practical, vendor discounts and allowances that relate to buying and merchandising activities are recorded as a component of item cost in inventory and recognized in merchandise costs when the item is sold.

Due to system constraints, the use of the retail method for store inventory, and the nature of certain allowances, it is sometimes not practicable to apply allowances to the item cost of inventory.

3 unchanged sentences

Vendor advertising allowances recorded as a reduction of advertising expense totaled $ 8.2 million, $ 8.9 million and $ 8.5 million for the fiscal years ended September 27, 2025, September 28, 2024 and September 30, 2023, respectively.

During fiscal year 2022 the continuing effects of the COVID-19 pandemic contributed to an increase in the Company’s sales.

As a result, vendors offered a lower level of incentives for the Company to sell their products.

If vendor advertising allowances were substantially reduced or eliminated, the Company would likely consider other methods of advertising as well as the volume and frequency of its product advertising, which could increase or decrease its expenditures.

7 unchanged sentences

Property tax method

Section 481a adjustment

Right of use asset

16 unchanged sentences

( 1,449,000 )

( 1,500,000 )

Current and deferred income tax expense (benefit) was as follows:

1 unchanged sentence

( 5,802,000 )

( 3,565,000 )

Total deferred (benefit) expense

1 unchanged sentence

( 6,658,000 )

( 4,309,000 )

Total expense

19 unchanged sentences

Property Held for Lease and Rental Income

At September 28, 2024, the Company owned and operated 101 shopping centers in conjunction with its supermarket operations.

At September 27, 2025, the Company owned and operated 101 shopping centers in conjunction with its supermarket operations, which includes one of the three stores that remains temporarily closed due to its location in a shopping center that remains closed as a result of damage sustained during Hurricane Helene which is located in a shopping center.

The Company leases a portion of its shopping center properties to third parties.

8 unchanged sentences

( 7,788,344 )

Other shopping center expenses

Direct shopping center expenses, excluding overhead allocations

( 3,981,962 )

21 unchanged sentences

Sub-lease rental income of $ 0.3 million for each of fiscal years 2025, 2024 and 2023, was included as a reduction of rental expense.

Finance Leases – Fiscal year 2024 finance lease cost of $ 318.5 thousand included amortization expense of $ 275.6 thousand, included in operating and administrative expense, and $ 82.3 thousand of interest expense.

Finance Leases –Finance lease cost of $ 840.0 thousand included amortization expense of $ 674.8 thousand, included in operating and administrative expense, and $ 165.2 thousand of interest expense for fiscal year 2025.

Fiscal year 2024 finance lease cost of $ 318.5 thousand included amortization expense of $ 275.6 thousand, included in operating and administrative expense, and $ 82.3 thousand of interest expense.

Finance lease cost of $ 270.7 thousand included amortization expense of $ 231.3 thousand, included in operating and administrative expense, and $ 87.2 thousand of interest expense for fiscal year 2023.

No finance lease cost was incurred during fiscal year 2022.

Future maturities of lease liabilities as of September 27, 2025 were as follows:

55 unchanged sentences

provided, that, after such redemption, at least 60 % of the aggregate principal amount of the Notes originally issued remains outstanding.

The Company has a $ 150.0 million line of credit (the “Line”) that matures in June 2026 .

The Company has a $ 150.0 million line of credit (the “Line”) that, as amended in June 2025, matures in June 2030 .

The Line provides the Company with various interest rate options based on the prime rate, the Federal Funds Rate or SOFR.

The Line allows the Company to issue up to $ 10.0 million in letters of credit, of which none were issued at September 28, 2024.

The Line allows the Company to issue up to $ 10.0 million in letters of credit, of which one in the amount of $ 500,000 was issued at September 27, 2025.

The Company is not required to maintain compensating balances in connection with the Line.

At September 28, 2024, the Company had no borrowings outstanding under the Line.

At September 27, 2025, the Company had no other borrowings outstanding under the Line.

In December 2010, the Company completed the funding of $ 99.7 million of Recovery Zone Facility Bonds (the “Bonds”) for construction of new warehouse and distribution space adjacent to its existing space in Buncombe County, North Carolina (the “Project”).

22 unchanged sentences

The Company has designated the swaps as cash flow hedges and records the changes in the estimated fair value of the swaps to other comprehensive income each period.

fiscal year ended September 27, 2025, the Company recorded $ 1.1 million of other comprehensive loss, net of income tax benefits, in its Consolidated Statements of Comprehensive Income.

Unrealized gains of $ 7.4 million were recorded as an asset at fair value in the line “Other Assets” on the Consolidated Balance Sheet as of September 27, 2025.

For the fiscal year ended September 28, 2024, the Company recorded $ 6.5 million of other comprehensive loss, net of income tax benefits, in its Consolidated Statements of Comprehensive Income.

Unrealized gains of $ 8.9 million are recorded as an asset at fair value in the line “Other Assets” on the Consolidated Balance Sheet as of September 28, 2024.

For the fiscal year ended September 30, 2023, the Company recorded $ 0.8 million of other comprehensive income, net of income taxes, in its Consolidated Statements of Comprehensive Income.

Unrealized gains of $ 17.5 million are recorded as an asset at fair value in the line “Other Assets” on the Consolidated Balance Sheet as of September 30, 2023.

Unrealized gains of $ 8.9 million were recorded as an asset at fair value in the line “Other Assets” on the Consolidated Balance Sheet as of September 28, 2024.

Failure of the swap counterparty to make payments would result in the loss of any potential benefit to the Company under the swap agreement.

7 unchanged sentences

Interest capitalized

( 1,811,310 )

Interest expense

60 unchanged sentences

Segment Information

The Company operates one primary business segment, retail grocery sales (representing the aggregation of individual retail stores).

“Other” includes the Company’s remaining operations -- fluid dairy and shopping center rentals.

Income from operations for the primary business segment, retail grocery sales, includes the charges for impairment losses from Hurricane Helene of $ 34.9 million.

Information about the Company’s operations by lines of business (amounts in thousands) is as follows:

Revenues from unaffiliated customers:

The reportable segments were determined based on information reviewed by the Company’s CODM for operational decision-making purposes, and the segment information is prepared on the same basis that the CODM reviews such financial information.

The Company operates one primary business segment, retail grocery sales (representing the aggregation of individual retail stores) and includes four categories of product sales:

grocery, non-foods, perishables and fuel.

The “All Other” segment includes the results of non-reportable segments, fluid dairy and shopping center rentals, which do not meet both quantitative and qualitative criteria as defined under ASC 280, Segment Reporting.

In fiscal year 2025, expense allocation methodology changed to include direct and indirect costs associated with the shopping center rentals that were previously included in the retail segment.

Fiscal years 2024 and 2023 were recast to be comparable.

The CODM utilizes operating income to assess the Company’s operating performance and to make decisions about allocating resources to each segment.

The CODM does not review assets in evaluating results.

Therefore, such information is not provided.

The Company’s President and Chief Executive Officer is the CODM.

The accounting policies are the same as those described in the summary of significant accounting policies.

The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

For fiscal year ended September 28, 2024, income from operations for the primary business segment, retail grocery sales, included the charges for impairment losses from Hurricane Helene of $ 34.9 million.

A reconciliation of net income (amounts in thousands):

Retail grocery revenue

Non-foods (2)

Perishables (3)

Total retail grocery revenue

All other revenue

Total revenues from unaffiliated customers

Income before income taxes:

Total income from operations

Other income, net

Interest expense

Income before income taxes

Elimination of intercompany receivable

Capital expenditures:

Total capital expenditures

Total retail grocery revenue

Less retail grocery expenses:

Merchandise costs (4)

Salary and wages

Insurance costs

Repair and maintenance

Depreciation and amortization

Total depreciation and amortization

Other retail grocery expenses (5)

Impairment loss (6)

Retail grocery operating income

Other operating income (7)

(1) The “Grocery” category includes grocery, dairy, and frozen foods.

1 unchanged sentence

(3) The “Perishable” category includes meat, produce, deli and bakery.

(4) Merchandise costs include product costs, net of discounts and allowances, warehousing, distribution and freight.

(5) Other retail grocery expenses includes supplies, taxes and licenses, advertising, professional fees and other expenses.

(6) Impairment loss includes inventory impairment of $30.4 million and asset impairment of $4.5 million, in each case recognized as a result of damage sustained during Hurricane Helene.

(7) Other operating income includes operating income from shopping center rentals, fluid dairy and the gain or loss on the disposal of fixed assets.

Commitments and Contingencies

49 unchanged sentences

The Company will from time to time make short-term non-interest bearing loans to the Company’s Investment/Profit Sharing Plan to allow the plan to meet distribution obligations during a time when the plan was prohibited from selling shares of the Company’s Class A Common Stock.

At September 30, 2023 there was an aggregate of $ 330,000 of outstanding loans, and there were no such loans outstanding at September 28, 2024.

In January 2024, the Company and a limited liability company having Mr.

Ingle II, the Company’s Chairman of the Board, as one of its principals swapped adjoining properties.

In accordance with the Company’s related party transaction policy, independent fair market value appraisals were obtained, and the transaction was approved by the Audit Committee.

The Company received $ 2.3 million in addition to the swapped property based on these values.

At September 27, 2025 and September 28, 2024 there were no loans outstanding.

Subsequent Events

As major flooding and power outages devastated the Southeast region of the United States in late September 2024, many Ingles locations were forced to cease operations, some for an extended period, and some of the inventory at the Company’s warehouse and some of its stores was damaged or destroyed.

The Company notified the insurance carrier of the loss immediately and submitted an insurance claim for damages and interruption of business at the Company’s distribution center in November 2024.

The final amount of the claim is currently being assessed and the timing and exact amount of insurance proceeds remain uncertain.

The Company did not recognize an asset for the insurance recovery receivable in the Consolidated Balance Sheet as of September 28, 2024, because recovery was not yet deemed probable.

The Company will continue to monitor the claims process and will adjust its impact on financials statements accordingly in future periods.

In fiscal year 2025, the Company received insurance proceeds of $ 1.5 million related to property damage sustained during Hurricane Helene.

The proceeds were recorded as a reduction of operating expenses.

On May 1, 2025, the Company entered into an agreement and received a partial payment of $ 4.2 million towards the ultimate settlement of the inventory loss claims.

In addition, the Company received an additional $ 500 thousand from a different policy.

The proceeds were recorded as a reduction of cost of goods sold.

The Company did not recognize an asset for the remaining insurance recovery receivable in the Consolidated Balance Sheet as of September 27, 2025 because recovery was not yet deemed probable.

The Company is currently working with its insurance carriers to reach final determinations with respect to inventory loss claims related to the impact of Hurricane Helene.

The final amount of the claims is currently being assessed, and the timing and exact amount of remaining insurance proceeds remain uncertain.

The Company will continue to monitor the claims process and will accordingly adjust its impact on the Company’s financial statements in future periods.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

3 unchanged sentences

(principal executive officer)

December 27, 2024

November 26, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

/s/ Robert P.

December 27, 2024

November 26, 2025

Ingle, II, Chairman and Director

December 27, 2024

November 26, 2025

Lanning, President, Chief Executive Officer,

2 unchanged sentences

/s/ Patricia E.

December 27, 2024

November 26, 2025

Jackson, CPA,

2 unchanged sentences

/s/ Catherine L.

December 27, 2024

November 26, 2025

Phillips, CPA, Secretary and Controller

December 27, 2024

Lowden, Director

December 27, 2024

Keith Collins

November 26, 2025

Keith Collins, Director

November 26, 2025

Ayers, Director

/s/ Laura Sharp

December 27, 2024

November 26, 2025

Laura Sharp, Director

/s/ Brenda S.

December 27, 2024

November 26, 2025

Tudor, Director

/s/ Ernest E.

December 27, 2024

November 26, 2025

Ferguson, Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures